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Here we go again. After just four months, Yahoo has taken the CEO reins from Scott Thompson and passed them to interim CEO Ross Levinsohn, marking the fifth change in the company’s top job in the past four years. During this time, the company’s market cap has deteriorated from $28.53 billion at the end of June 2008 to $19.04 billion today, clearly indicating what the revolving CEO suite and associated roller coaster has done to shareholder confidence. But what about the impact on the 13,300 people employed by Yahoo?¹ Clearly, this is something the Yahoo board of directors and Levinsohn — however interim he is — must address, if they hope to achieve a turnaround.

Think about it: Yahoo employees who have weathered multiple rounds of layoffs have also had to adapt to the frequently changing leadership tides created by the revolving door at the top of the company: Jerry Yang, Carol Bartz, Timothy Morse, Scott Thompson, and now Ross Levinsohn. Not surprisingly, this has impacted Yahoo employees’ faith in senior leadership over time.

According to social jobs and career site Glassdoor, morale at Yahoo has softly teetered from quarter to quarter. On a five-point scale, employees have given the company a high rating of 4.3 (satisfied) in the first quarter of 2008 to a low of 3.0 in the second quarter of 2009; however, the rating has settled around 3.4 (okay), for the most part.

However, the employee sentiment surrounding how well each Yahoo CEO has led the company has had a much more turbulent path. When Carol Bartz started off, she had a 91 percent approval rating in her first quarter, but by her last quarter on the job, it sank to just 33 percent. For Thompson, it was too short to tell if his 48 percent approval was a starting-off point based on employee satisfaction, or if it was his personal high note.

Evidence of this employee turmoil, along with a desire for more direction and stability, can be found in many of the anonymous reviews left by Yahoo employees on Glassdoor in recent months:

As one Yahoo senior financial analyst comments, “Develop a clear strategy, and stick to it! Way too much disparity in communicating what it is the company stands for.”

A Yahoo principal engineer adds, “The lack of vision is really astounding … Executive management should try better communicating with senior management and solicit their input when making such major personnel changes. There should be clear strategic goals conveying what is trying to be accomplished.”

Another Yahoo employee notes that Yahoo “lacks a clear vision of what the company is all about. The sooner they figure this out, the sooner they can focus their resources in the right direction.”

Employees know the company best. As a leader, you may think you know, hear and understand your company’s challenges, but if you fail to listen to your employees and therefore fail to address those challenges, you will likely find the road to growth and change within the company tougher than expected.

Now, perhaps more than ever, Yahoo’s executives and board should listen to and focus on what’s at the heart of the company: Its employees. Some proven strategies that can support stabilization and rebuilding the business include:

Leadership must extend beyond one title or one person. There are a lot of executives on the Yahoo management team beyond interim head Levinsohn, some of whom have extensive tenure with the company, including co-founder David Filo. This team needs to quickly build consensus on strategic priorities and collectively own responsibility to make sure this is communicated and understood by the entire Yahoo employee population. The new permanent CEO should build on this foundational direction, not deviate from it or completely change it.

Define your vision, stick with it and repeat. Where the company is headed should be articulated in one clear, crisp statement, and as CEO or as a senior leader, it should be used and touched on routinely in all communications, both internally and externally. There is a lot to get done as a leader; there is a lot to convey. But without purpose and vision, efforts to move a business forward will fall flat.

Don’t mistake perks for culture. In the Valley, where talent wars are fierce, we often regard perks as synonymous with culture. While a hefty paycheck, bonuses and other perks like free food, on-site dry cleaning or on-campus childcare may help recruit top talent, they don’t do much to retain talent the way a solid and positive culture does. A good culture takes time, and emanates from a work environment that provides room for — and rewards — creative thinking, and allows opinions to be heard and to be challenged.

Get personal. I suspect that the trust level of senior management has been seriously compromised, and this last blow regarding Thompson’s degree has hurt whatever trust was left. It’s going to be a tough road ahead for Levinsohn and his succession when it comes to winning the hearts of employees. But Yahoo’s senior leadership can make it right, if they make it personal and swing for the fences in communication by hosting small group meetings and by truly showing that management is listening to the wishes, desires and dreams that employees have for the company and for themselves.

This is another critical juncture for Yahoo. With the board and management team in transition, it is especially important that time and resources be dedicated to rebuilding a new social contract with Yahoo employees around the world. Employees come to work every day and vote with their feet for the company to succeed, and it’s the responsibility of senior leadership to work on bringing together the troops to get the company back on track.

Rusty Rueff is a corporate and philanthropic board director, career and workplace expert consultant and writer, as well as start-up company adviser and investor. He currently serves on the corporate boards of Glassdoor, the leading social jobs and career community, and HireVue.com, a video interviewing platform designed to improve the recruiting process. Rusty is also the co-author of “Talent Force: A New Manifesto for the Human Side of Business” (Prentice Hall, 2006).

Earlier today, Yahoo’s persistent thorn, activist shareholder Dan Loeb of Third Point poison-penned another letter to the board of the Silicon Valley Internet company, demanding that Yahoo fire its new CEO Scott Thompson, as well as director Patti Hart, over bizarre inaccuracies related to their academic achievements.

“Permitting Mr. Thompson and Ms. Hart to stay with the Company after apparently violating the Code of Ethics sends a message to all Yahoo! employees that a different set of rules applies at the top,” Loeb wrote.”[Yahoo must] terminate Mr. Thompson for cause immediately given his demonstrable unsuitability to remain Chief Executive Officer and a director of Yahoo! and accept the resignation of Ms. Hart for similar reasons.”

And while many across the blogosphere — including some very clever tweets — called for his head tout de suite, that’s just not going to happen.

At least for now, at this early point in a controversy over Yahoo filing legal documents that misrepresented Thompson’s long-ago degree from Stonehill College.

In a nutshell: Thompson does not have a computer science degree, as he had maintained he did in public bios for almost a decade, a falsehood that mysteriously seeped into documents Yahoo filed with the Securities and Exchange Commission.

That’s bad news for Yahoo, for sure, on many levels, but moving against Thompson at this moment is not likely to be the answer — for the short term, at least.

That’s due to many reasons, that I like to think of it as three hopelessly complex puzzles that need solving pronto.

The What-Did-Yahoo-Know-and-When-Did-It-Know-It Question

There is no question the first thing Yahoo’s board needs to do is a thorough investigation to determine how a borked bio could proliferate so widely and for so long.

Most importantly, Yahoo will have to reveal if Thompson actually gave them this incorrect information, as he aggressively lobbied for the then-open CEO job.

As I had previously reported several times, Thompson cold-emailed a Yahoo director — Intuit CEO Brad Smith, as it turns out — despite not being on the list of potential candidates. Thompson was then shuttled over to Hart, who was running the vetting process with the help of headhunting firm Heidrick & Struggles, and hired within weeks.

Oddly, sources said Thompson never filled out the required informational papers for the job, nor did Heidrick conduct the normal background check on him. Instead, another forensic firm Yahoo hired did the work.

If it turns out Thompson gave any of them the bad bio info, it would be quick curtains for him.

But if Yahoo’s board members obtained his info on their own, the next key query would be how no one at Yahoo — especially its legal and compliance staffers, as well as outside help — managed to catch the problem during the vetting of Thompson.

Here are some good questions to start with:

Who put a faux computer science degree on Thompson’s bio in the first place, why and when did it happen?

Where did Yahoo get the inaccurate information?

Who was in charge of checking Thompson’s academic record for Yahoo?

And, who checked the work of the checkers?

The problem is made more complicated, because correct information was easily available in the SEC filings of eBay for years, since Thompson was head of its PayPal payments unit.

While the resume information was indeed wrong on eBay’s Web site and on numerous bios of Thompson for years, how did eBay legally get it right while Yahoo did not?

That calls into question the expertise of the company, its directors and those they hired to make sure execs were completely on the up and up, a task they clearly failed at.

If rank incompetence is the reason, which it looks like it might be, expect certain board members and other Yahoo staffers to go, along with anyone who helped in the Thompson vetting, or lack thereof.

Unless, of course, the gang-that-couldn’t-shoot-straight actually did shoot straight and some one at Yahoo found out about the educational discrepancy before the new CEO was announced, but declined to fix it.

While sinister, such a scenario is not entirely implausible, given how much pressure Yahoo was under at the time to hire a CEO quickly, due to Loeb and his looming proxy fight.

If any evidence were to surface that this was so, it is curtains all around, which would rain the kind of disaster down on Yahoo’s Sunnyvale HQ that would make Loeb’s attacks look like a Nerf battle. Instead, it would be “The Hunger Games” — except that no one survives.

The Chaos-in-Sunnyvale Conundrum

Which brings us to the profound implications of Yahoo jacking its second CEO within six months.

While it’s easy to yell “Fire the CEO” on a crowded Twitter, it’s simply not so easy in practice.

How long did it take Yahoo’s lugubrious board to figure out Carol Bartz needed to go? A … long … time. (And, she had a CS degree!)

More to the point, Thompson — and his not-so-merry band of consultants from Boston Consulting Group and, this week, McKinsey & Company — has only just completed a massive layoff of 2,000 employees and a jarring restructuring of management.

He’s also in the early stages of rolling out a new and decidedly still-squishy strategic plan to top execs (also just this week), along with working on some other key initiatives.

That includes renegotiating its search partnership with Microsoft; noodling around on a possible deal with Google; contemplating the sale of a variety of assets; and — oh, yes — trying to take on social networking Godzilla Facebook over patent infringement.

Busy much?

But, most importantly, Thompson is now the umpteenth Yahoo CEO to be working on the never-ending talks with its Asian partners over selling back a piece of the company’s lucrative stake to them.

While Yahoo CFO Tim Morse and head lawyer Mike Callahan are the point men on the deal, the lack of CEO would be an issue in the now-proceeding again talks.

This is a sale that must — and I underscore must — get done and soon, giving Yahoo much-needed breathing room and a whole lot of cash to fork over to increasingly disgruntled shareholders.

So, expect Yahoo to try to milk that deal for all it’s worth in the coming week, in order to give the appearance, at least, of positive forward momentum.

And, like it or not, Thompson has to play a key role in it getting done.

Thus, the likelihood of wait-and-see over point-and-shoot on Thompson is higher than you might think.

That’s especially true given four members of the board are leaving within six weeks and have either or are in the process of being replaced by new members.

Then, Thompson will be their problem to solve.

Again, no small thing, since the old crew — led by feckless Chairman Roy Bostock — is not likely to want to end its appalling tenure with yet another disaster.

Such a move would further tarnish the legacy of its outgoing directors, although I am not sure how it could be any more sullied, given their consistent record of one bad decision after the next.

What do I really think? I think this cursed board will maintain its 100 percent score of doing the wrong thing at the right time.

It could be a different case with the new directors, of course, who all seem pretty sharp and not as easily impressed by a record of failure.

They will surely be monitoring Thompson carefully, as will employees, who have taken to internal message boards with a rage not seen in a while over the resume debacle.

Their morale might be one uncertainty impacting Thompson’s fate. If a lot of key employees continue to bolt Yahoo or those remaining more loudly express their disdain for the bio antics, the new directors might listen.

The Whatever-Loeb-Says-We-Won’t-Do-Till-Later Head-Scratcher

Which brings us back to Loeb, whose noisy campaign to grab seats on the Yahoo board has certainly hit home this week.

And, though Yahoo likes to ding him a lot, since he started his campaign of terribly entertaining investor terror, a lot of what he’s been calling for has happened.

That includes a major flushing of the board — with five longtime members, including co-founder Jerry Yang, going, going and gone.

In addition, Loeb brought pressure to slow down some questionable deals, from Yahoo’s PIPE dream to a tax-free spinoff in Asia in a deal only an accountant could love.

He’s also — though they try to deny it — got the Yahoo directors in the dangerous habit of reacting to him, rather than playing their own game.

While the Yahoo board has resisted any deal with Loeb (pictured here), blaming him for rejecting their kind offers of settlement, it is he who is setting the tone more than Yahoo.

And that tone is of alarm and trouble and chaos at Yahoo.

That’s not going to work to convince other Yahoo investors to back his cause — in fact, Loeb has a decidedly uphill battle to win his proxy challenge — he has still scored a direct win with the bio relevations.

So far, though, Loeb has not sunk Yahoo’s battleship, so it is unlikely the board will acquiesce to his latest demand of Thompson being fired by noon on Monday.

Maybe it will eventually, or maybe it will just scold Thompson or maybe it will do nothing at all.

All that is an unknown — a riddle, wrapped in a mystery, inside an enigma, with a lot of managerial incompetence thrown in. And that, most of all, is the sad definition of today’s Yahoo.

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• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
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In an effort to minimize the impact of massive layoffs that Yahoo’s top management has been planning, according to sources close to the situation, one of the latest ideas to save costs and presumably jobs by new CEO Scott Thompson is to sell off much of its advertising technology platform, including Right Media.

And among the possible buyers Thompson has been targeting in recent visits: Google and Microsoft, as well as Silver Lake, the private equity firm that had once been talking to the Silicon Valley Internet giant about making a large investment in the company.

(That particular deal has gone south, but there is always yet another scheme on the horizon at Yahoo!)

The concept behind such a sale, according to several sources inside and outside the company, is to turn a cost center into a revenue source, with Yahoo essentially outsourcing a business that was a cornerstone of its strategy. A negotiable number of employees affiliated with those units would then move over to the new owner.

The most ideal plan, said sources, would be to sell Yahoo’s whole advertising technology “stack,” including the Right Media Exchange, a marketplace for advertisers, publishers and ad networks to trade online ads. Yahoo bought it for $700 million in 2007.

According to info on the company’s site, it has “300,000 active global buyers and sellers and more than 11 billion daily transactions.”

Also part of the possible package is APT, a system Yahoo has built to make buying and selling online advertising easier. In addition, Yahoo’s technologies for display-ad serving have been mentioned as a possibility for sale.

It’s unclear what the potential sale means for the new ad strategy that U.S. boss Ross Levinsohn and his lieutenant Jim Heckman have been pursuing since last summer. That plan included its own acquisition of ad network Interclick and an attempt to sync up with rivals AOL and Microsoft in an effort to fend off Google and some third-party players, like ad networks.

But the reason for contemplating much a major move — which has been considered before, but never has been seriously offered — are obvious: While Yahoo once dominated this arena, it has steadily lost ground, especially to Google. The search giant has made almost all of its money in search-related ads, but has been moving aggressively via its DoubleClick and other ad-serving entities into higher-level ads.

Microsoft has also been trying to compete, as has AOL, but it’s getting to be an expensive race, and one where Yahoo would have to make major investments to once again gain momentum. Building up this business again had been the aim of co-founder Jerry Yang, who wanted to go big in the arena in a number of ways before he left the company earlier this year.

But those days seem to be over at Yahoo.

“A lot of what has happened so far under Scott [Thompson] has been trying to find more revenue anywhere it can be generated, and get out of businesses that are not growing,” said one person. “Right now, it’s a lot about what we shouldn’t do rather than what we should.”

That has meant visits to see both Google and Microsoft about possible deals by Thompson, with the involvement of CFO Tim Morse and Chief Product Officer Blake Irving.

Thompson (pictured here) has also recently been talking to Silver Lake about the ad-platform sale, in a deal that might include the Andreessen Horowitz venture fund. This would be a different kind of transaction, said sources, in which a separate company would be formed, with Yahoo owning a piece and contracting with the new entity to provide ad technology.

All this activity is related to the layoffs in the works of perhaps thousands of employees, which were to have been communicated to the company this week.

Sources said those have been delayed for some weeks for several reasons, including whether to consider more deeply if certain larger business units can be spun off, sold or somehow transformed. (To be clear: Major layoffs are still being planned, but now might take place in two parts, said sources, in what is a quickly changing and volatile atmosphere at Yahoo.)

Another area being looked at, said sources, is Yahoo’s search advertising partnership with Microsoft, which has not been as successful as had been expected. While Yahoo has been working with the software giant about improving the results, Thompson has apparently been contemplating other possibilities, including working with Google (calling all regulators!) and/or laying off up to 900 employees who work on the company’s search offering.

Any of these moves could, of course, cause a firestorm of controversy, which Thompson appears to not worry much about. He was the driving force in Yahoo’s patent lawsuit against Facebook earlier this week, which is largely attracting a negative reaction across the tech landscape.

A number of prominent voices have spoken out against the legal action, including well-known VC Fred Wilson, who yesterday penned a poisonous blog post, titled “Yahoo Crosses the Line.”

It ends thusly: “I am not writing this in defense of Facebook. They can and will defend themselves. I am writing this in outrage at Yahoo! I used to care about that company for some reason. No more. They are dead to me. Dead and gone. I hate them now.”

Ouch!

Also weighing in publicly via Twitter was former Yahoo director Eric Hippeau, who was one of the company’s first investors, which is embedded below:

Pathetic and heartbreaking last stand for Yahoo bit.ly/yirCcj It’s all over. I loved you very much.

— Eric Hippeau (@erichippeau) March 13, 2012

Double ouch!

All I can say is that Thompson certainly has a lot of gumption. That has actually been his M.O. from the start, said several sources, with the former president of eBay’s PayPal payments unit and dark horse cold-emailing his way into the Yahoo CEO job.

True story: He had not been among its list of possible candidates — largely because he had been placed in his job at eBay many moons ago by Heidrick & Struggles, which was conducting the Yahoo CEO search, and that’s a talent acquisition no-no to poach someone you placed.

That did not stop Thompson, who thought he might be good for the job and reached out directly to board members at the end of the selection effort, which then led to the search committee and soon enough to the job in what was a very quick vetting and secretive (although not secretive enough!) hiring process.

Since then, Thompson has been on a tear, from working on a restructuring to trying to assuage activist shareholder Dan Loeb to helping put the kibosh on its Asian stake sale talks to suing Facebook. And now this sale effort, too.

If the peripatetic Thompson — who might need a dose of Ritalin before this thing is over — wanted to get noticed by the tech powers that be: Mission accomplished!

“He’s definitely someone who appears to have decided on shooting the moon with a lot of these actions,” said one person close to the situation, referring to the move in the card game of Hearts, which is a risky gambit to capture every penalty card worth 26 points in order to win. “I just hope no one loses an eye in the process.”

(That would be triple ouch, by the way.)

No comments all around, but everyone was certainly cordial on this rainy morning.

Let’s put this in the simplest terms: Yahoo cannot spend the next half year in any kind of testy proxy battle with activist shareholder Daniel Loeb.

Not shouldn’t. Can’t.

Having closely covered the last goat rodeo in 2008 with corporate troublemaker Carl Icahn — which ended in big shareholders dinging the board badly and the controversial activist joining it — I can say definitively that the experience damaged the Silicon Valley Internet company in ways that are still resonating.

Angry shareholders (whose anti-Yahoo votes were initially miscounted in a stunning bumble), distracted management, media story after story about the fight, it eventually led to the departure of then CEO Jerry Yang by the holidays of that year, a rejiggered board and a new CEO, Carol Bartz, and fervent promises of change and turnaround.

Fast forward to today: Bartz was ousted in the fall of last year, a newish board is coming in, there’s another new CEO and, of course, more fervent promises of change and turnaround.

This is like the movie “Groundhog Day,” except not nearly as funny.

Speaking of funny, a Heard on the Street in The Wall Street Journal yesterday actually went fabulously snarktastic with its headline on Yahoo’s current tussle with Loeb of Third Point: “Is Yahoo Ready for a Loebotomy?”

Heh.

Opening with the line, “How many activists does it take to screw in Yahoo’s light bulb?,” the piece went on to ponder back and forth the impact of Loeb on the already dicey situation at Yahoo.

It concluded: “Yahoo investors shouldn’t expect a quick fix whoever the directors are. But, given how long Yahoo has been struggling to gain traction on its own, having a champion of shareholder value on the board can’t hurt.”

Nope, it can’t, as long as said investor wants to help find the successful fix previous Yahoo leaders have been heretofore unable to.

Another commentary in the Journal, “Dealpolitik: The Yahoo Paradox” took an opposite tack.

“Even giving Mr. Loeb a single seat could further weaken Yahoo. As a gadfly Mr. Loeb could challenge each board decision,” it read.

Actually, given this board changes direction more often than Republican presidential candidate Mitt Romney — witness the now non-talks with its Asian partners this past week and, before that, with private equity investors — I am not sure Loeb would change the status quo all that much if he threw one tantrum per meeting.

So, which is it? Will a settlement with Loeb lead to more trouble or will it create the kind of change that Yahoo has long needed and never gotten?

At this point, I have no idea — but I do know that a fight between Loeb and Yahoo is good for no one, except lawyers and perhaps page views on this site and others.

And, frankly, I don’t want them.

That’s because — even as the rest of Silicon Valley reinvents and innovates more aggressively than ever these days — Yahoo and its still deeply committed employees will be caught up in more fraught financial mishegas and machinations and will be unable to do anything to attract new talent and begin to truly fix itself and its products in the profound ways it needs to.

And new CEO Scott Thompson — who seems intent on setting a new course for Yahoo in a non-advertising arena — will be inevitably distracted, no matter the also inevitable protestations that he will not be.

And, it won’t just be Loeb who is hovering — there is no doubt a panoply of other interested outside investors still waiting in the wings to see what tasty bits of Yahoo might come available if the crisis deepens.

It’s certainly not come to roadkill yet by any measure. But it’s not a recipe for hitting the ground running, either.

Here is a video of me talking about the problematic situation on WSJ.com’s “Digits” online show:

For someone who is still mulling things over about what to do about his more than five percent investment in Yahoo, hedge fund investor and activist shareholder Daniel Loeb has been very busy lately getting his arsenal ready.

While deciding whether to mount a proxy fight — a potentially nasty public fight with the Silicon Valley Internet giant that sources said could start much earlier than the expected February 24 filing date to make a board challenge — he’s also had at least one phone meeting with new Yahoo CEO Scott Thompson in the last week to talk about the company’s future.

Sources said the talk was cordial, although the pair were not yet discussing any kind of rapprochement, which presumably could lead to board seats for Loeb.

But how far Loeb will go and how far Yahoo will give are the big open questions that are about to be answered.

The earliest nominations for directors by outsiders like Loeb can be submitted is February 24. He then has a month after that to propose a competing slate.

Starting last fall when he started accumulating Yahoo shares, Loeb had aggressively called for the ouster of Yahoo’s Chairman Roy Bostock and director and co-founder Jerry Yang. Yang stepped away from Yahoo earlier this month and Bostock just announced his upcoming departure this week.

Despite the renewed communication with Yahoo, Loeb is still acting like he might opt to fight — or at least freak out Yahoo enough to cooperate.

Among his recent activities, according to many sources:

* Attempting to assemble an alternate slate of directors — including trying to persuade high-profile entrepreneurs such as David Goldberg and Max Levchin to join his board. Loeb has been to Silicon Valley several times to stir that pot.

* Meeting with a spate of powerful tech execs, here and elsewhere, in order to gain support for his battle and search for his own preferred leaders for Yahoo. A favorite is Hulu CEO Jason Kilar.

* Working on hiring a top outside crisis communications firm to handle the expected onslaught of media mudslinging that is sure to take place.

* Buttonholing large Yahoo investors to join him and getting, sources said, more support than expected from bigger ones. That’s no surprise: Capital Research Global Investors and Capital World Investors, Yahoo’s biggest institutional shareholders, voted against the company’s board in its last proxy battle and has been much disgruntled with the latest Yahoo stumbles.

* Recently reaching out to top Yahoo execs, including both Yahoo’s Chief Product Officer Blake Irving and Americas head Ross Levinsohn. Irving was so spooked by Loeb’s hello-there, several sources said, that he sent an email to Yahoo’s top staff about the contact attempt, noting he did not return the call (teacher’s pet alert!).

These are, of course, classic activist tactics by Loeb, aimed at getting the changes he wants made at Yahoo by applying real and perceived pressure.

Loeb had previously criticized the company’s talks with private equity investors, saying the prices being discussed were too low, which helped scuttle those talks.

Yahoo has also tried to gird itself and to assuage other shareholders and the media, as it can hardly stand what a proxy fight will do to its already battered image.

Some recent moves to look like it is on the move include: Loudly negotiating with its Asian partners for a big payday; making significant board changes; and hiring Thompson. Next up, as I previously reported, a large-scale restructuring and the inevitable cost-saving layoffs.

Who wins — and who blinks — in this Loeb versus Yahoo face-off, though, is still to be determined.

Earlier today, I had reported that Yahoo Chairman Roy Bostock was stepping down.

He is, and the full letter he just released saying so is below.

Bostock did not say in the missive who will be Yahoo chairman in his place. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too. Among the current directors, that would leave Sue James, Patti Hart and newly installed Yahoo CEO Scott Thompson — or one of Yahoo’s new board members.

In the letter, Bostock outlined the departures of four board members and the addition of five more directors (two of which were just named); did a little back-patting of his recent efforts to turn Yahoo around (after presiding over the board that got the Silicon Valley Internet giant into this mess); noted that the Asian talks to sell Yahoo’s stakes there are proceeding (it’s coming!); gave Thompson a thumbs-up (go, Scott!); and delivered kudos to Jerry Yang, the co-founder who left only weeks ago.

“Working with Jerry was always a delight,” wrote Bostock.

(Me, not so much, I would guess! Bygones?)

All kidding aside, Bostock has been the subject of a lot of criticism about Yahoo’s troubles, both deserved and undeserved, most especially for the non-sale to Microsoft several years ago. Many, including activist shareholder Daniel Loeb most recently, have called for his resignation.

It has not been an easy job, to be sure, so it must be a bit of a relief for the longtime advertising exec, who serves on other prominent boards, to finally pull away from the Yahoo black hole.

So, who’s next?

One interesting line in the letter, which everyone already knew, was that none of the various bids from outside investors have passed muster.

Wrote Bostock: “We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders.”

Here’s the Bostock letter:

Yahoo! Releases Chairman’s Update for Shareholders

SUNNYVALE, Calif., February 7, 2012 – Yahoo! Inc (NASDAQ: YHOO), the premier digital media company, today released the following shareholder update from its Chairman Roy Bostock.
February 7, 2012

Dear Fellow Shareholders:

I write today to update you on the actions the Yahoo! board has taken, and the actions it is pursuing, to increase shareholder value and position the Company for growth. These actions result from a process I initiated about six months ago in a special meeting of the independent directors in which we analyzed the reasons why Yahoo! was not meeting either our own expectations or those of our shareholders.

The board decided then to move aggressively on three fronts to position Yahoo! for future success: one, we initiated a search for a new Chief Executive Officer with a vision and set of skills to lead Yahoo! into the future; two, we undertook a comprehensive strategic and structural review of the business; and three, we decided to assess the composition of the Company’s board of directors relative to its ability to enhance the prospects for Yahoo!’s future success. We have made progress on all three fronts.

First, and most importantly, we have appointed Scott Thompson as CEO to lead our company. Scott is a capable and dynamic leader who brings the experience and expertise the Company needs to achieve robust growth and success in the marketplace. Over the coming months and years, Scott will lead an outstanding team of Yahoos to deliver engaging user experiences driven by innovative products.

Second, we have made significant progress on the comprehensive strategic review which is overseen by the board’s Transactions and Strategic Planning Committee, chaired by director Brad Smith, the CEO of Intuit. The Committee’s guiding principle has been to assess alternatives which would increase value for all Yahoo! shareholders, and the Committee has been open to any transaction or initiative that would serve this objective.

As part of this review, we have pursued a wide range of discussions with potential partners. We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders. We are also in active discussions with our partners in Asia regarding the possibility of restructuring our holdings in Alibaba Group and Yahoo! Japan. The complexity and unique nature of these transactions is significant. While we continue to devote significant resources to these discussions, we are not in a position at this time to provide further detail or to provide assurance that any transaction will be achieved.

Finally, the board has concluded that in order to accelerate the Company’s transformation, the combination of a new Chief Executive Officer with an enhanced team of independent directors would provide Yahoo! with the expertise and perspectives necessary to drive innovation and growth going forward. Therefore, Mr. Joshi, Mr. Kern, Mr. Wilson and I have volunteered not to stand for re-election at the next shareholders’ meeting.

Furthermore, the board today elected two highly qualified independent directors, Alfred Amoroso and Maynard Webb, Jr. Mr. Amoroso served as President and CEO of Rovi Corporation until December 2011 and, among other positions, had previously served as the President, CEO and Vice Chairman of META Group, Inc., the President and CEO of CrossWorlds Software, Inc. and as a member of the world-wide management committee of IBM Corporation. Mr. Webb, the Chairman of LiveOps, Inc., served as that company’s CEO until July 2011. Prior to that, Mr. Webb was Chief Operating Officer of eBay and Senior Vice President and Chief Information Officer for Gateway, Inc., in addition to management, leadership and board positions at several other companies spanning his 30-year career.

The board continues its search for additional independent directors. This search is being led by director Patti Hart, CEO of International Game Technology, Inc., who chairs our Nominating and Corporate Governance Committee. We anticipate announcing additional directors to round out the board as soon as this process concludes.

Separately, as previously announced, Jerry Yang has resigned from the board of directors and other positions within the Company to pursue his many interests outside of Yahoo!. Working with Jerry was always a delight. He is a visionary and a pioneer who contributed enormously to Yahoo! since he co-founded the Company in 1995. He will be missed. The board thanks him deeply for his service and commitment to the Company.

Thus, following this year’s Annual Meeting a majority of Yahoo!’s directors will be new to the board this year, and all directors will have joined the board since 2010. We believe that this reconfigured board, with a fresh set of perspectives and diverse set of skills, will enable the Company to move forward even more aggressively.

It has always been a privilege for me to serve as Chairman of Yahoo!. The employees of Yahoo! remain the heart, soul, and future of the company. And with Scott Thompson leading them, they are the reason why I believe Yahoo! will create significant shareholder value over the coming years.

In September, this board moved proactively and decisively to improve the performance of the Company for the benefit of its shareholders. These actions could not have been accomplished without the support and active participation of each director on the board. For that, I thank them. And I thank them for the knowledge, expertise, talents and commitment they have brought to Yahoo!. We all take pride in the fact that we are positioning Yahoo! for success in the future. Yahoo! is an incredibly strong brand with formidable assets. I have every expectation that under Scott’s leadership, working together with the reconstituted board, the Company will thrive for many years to come.

Sincerely,
Roy Bostock
Chairman of the Board

According to sources close to the situation, Yahoo will announce the impending departure of four of its longtime board members, including chairman Roy Bostock.

The others headed out the door are Hewlett-Packard exec Vyomesh Joshi, Gary Wilson and Arthur Kern.

I had reported in several previous posts that this exact group of directors was leaving, and noted in one yesterday that it was about to happen, and that new board members were also on the way.

And, presto, it is so!

(Update: Yahoo confirmed all in a letter it just released from Bostock, which I have posted separately.)

Yahoo’s two new directors are former Rovi CEO Fred Amoroso and LiveOps Chairman (and former CEO) Maynard Webb, who was once COO of eBay (pictured, left to right).

Rovi does digital entertainment technology, while LiveOps offers cloud-based enterprise solutions.

The Silicon Valley Internet giant will also be adding three more board members, said sources, but those people are not confirmed as yet.

And it is not clear who will be chairman of Yahoo’s board, either. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too.

Sources said the news is coming after the markets close, with other updates, including: The news-free status of its ongoing strategery (the Asian deal is coming along — blah, blah, blah — but you read that here yesterday in much more detail); ladling praise on new CEO Scott Thompson (also formerly of eBay); and giving props to co-founder Jerry Yang, who stepped away from the board and from the company several weeks ago.

The moves by Yahoo are designed to thwart a possible proxy fight that might be coming from activist shareholder Daniel Loeb, who has been working on a board slate of his own.

It’s been hard for him, and also for Yahoo, to attract significant names to the board. The two new additions are solid tech execs, although certainly not high-profile appointments.

Yahoo declined to comment.

Here are their bios from the Rovi and LiveOps Web sites, if you want to know more:

Fred Amoroso is a member of Rovi Corporation’s Board of Directors.

Fred Amoroso is a member of Rovi Corporation’s Board of Directors. Fred Amoroso previously served as Rovi’s president and chief executive officer from July 2005 to December 2011. Prior to joining Rovi, Mr. Amoroso served as an advisor to Warburg Pincus, an investment firm from September 2004 to June 2005. From July 2002 to August 2004, Mr. Amoroso served as the president, chief executive officer and vice chairman of Meta Group, an information technology research and advisory firm. From October 1999 until its merger with IBM in January 2002, Mr. Amoroso served as president, chief executive officer and a director of CrossWorlds Software, Inc. Prior to CrossWorlds, Amoroso was a member of the world-wide management committee of IBM, was general manager of IBM Global Services Asia Pacific and held various other executive positions at IBM. Before joining IBM, Amoroso held various positions at Price Waterhouse, now PricewaterhouseCoopers, including lead technology partner.

Mr. Amoroso holds a B.S. in systems engineering and M.S. in operations research from Polytechnic Institute of Brooklyn.

As Chairman, Maynard brings almost 30 years of experience developing and leading high-growth companies to his role at LiveOps. From December 20, 2006 to July 18, 2011, Maynard was also LiveOps CEO. He joined LiveOps from eBay where he served as Chief Operating Officer. At eBay, Maynard directed engineering and technology operations, product development, customer support, trust and safety, global billing, human resources, and legal functions. Prior to eBay, Maynard was Senior Vice President and Chief Information Officer for Gateway, Inc. He has also held management and leadership positions at Bay Networks, Quantum Corporation, Thomas-Conrad Corporation and IBM. A respected member of the Silicon Valley technology community, Maynard sits on the boards of several successful companies, including Salesforce.com, Admob and Baynote. Maynard holds a Bachelor of Arts degree from Florida Atlantic University.

Okay, okay, we get it: Morgan Stanley got the coveted left-hand lead position on Facebook’s blockbuster IPO filing. Goldman Sachs is there, too, but in the third-place, always-a-bridesmaid spo,t and is crying big salty tears about the injustice of it all.

It’s hard to feel badly for overpaid investment bankers, and focusing on them is kind of like endlessly discussing the lawyers who processed your mortgage, when the focus should be on the house you’re buying.

Does anyone except a few Richie Rich ZIP Codes in Manhattan care about this one deet of the initial public offering of the social networking giant?

Nope, but there is so little real news ahead of the IPO filing expected today that this is what we are chomping on this morning, as everyone awaits the big doc drop at the Securities and Exchange Commission.

Sources said it is likely to come this afternoon rather than this morning, though. And, perish the thought, all that dotting of I’s and crossing of T’s could delay it to tomorrow, even (unlikely, but mebbe!).

Sigh.

Tidbit: Facebook was actually founded the first Wednesday in February of 2004 in an undergraduate dorm room at Harvard University, like today but eight years later.

Thus, here’s a boring Facebook history timeline chart to look at:

Okay, that was really dull.

What up? The board met, the spinmeisters are at the ready and, most of all, Silicon Valley is stoked to make some more arrogant badillionaires.

Now, hopefully, we’ll get the real news about Facebook.

Namely, who’s getting the big dough in this much-anticipated Web 2.0 gambit? Co-founder and CEO and Hoodie Commander Mark Zuckerberg fer sure, but who else?

Plus all the juicy financials from Facebook, along with stats in usage, growth and just how much the company sticks it to its gaming serf — oops, partner — Zynga and others for the privilege of being on its all-powerful platform.

Me? I pay nada, like other Facebook users, for being able to show off pictures of my vacations and decline friendships from PR people I like, but still … well, you know.

Here is another Facebook financial chart that will not knock your socks off unless you are an accountant:

I am now so comatose waiting for the show to begin that I briefly began a liveblog of my activities this morning.

It went like this:

4:45 am PT: Done with AOL Q4 earnings, which were meh, but better meh than expected. AOL, if you recall, used to be Facebook and now is, um, not.

Note to Zuckerberg: Be nice to people on your way up, since you’ll meet them again on the way down.

4:46 am PT: I check the SEC site and get zip. Click, click, clickety-click over to find out the latest on Demi Moore and her fake-pot debacle.

Who knew there was synthetic cannabis and it is called K2 or Spice? Not me! According to Wikipedia: “It seems likely that synthetic cannabis can precipitate psychosis and in some cases it is prolonged.”

I decide to blame Ashton Kutcher and then wonder if he is an investor in Facebook via BFF-to-errant-celebrities-who-like-tech Ron Conway, also a Facebook investor.

Note to self: Call Ashton! That dude plays village idiots all the time, but I am not fooled by Mr. Pretty Face.

4:47 am PT: I consider email bombing Yahoo’s Jerry Yang, who is probably not so busy right now, and asking him what he thinks about the Demi Moore crisis and also Facebook’s IPO.

Remember when Yahoo was king of Silicon Valley and Yang posed in that purple VW on the cover of that magazine? Better still, remember when Yahoo was going to buy Facebook for just over $1 billion and then borked it?

Just sayin’, Mark — so, keep it reals!

4:48 am PT: I consider going out for doughnuts — and not because of any real weed need. I just would like me some glazed and sprinkled sugar treats right about now. Then, I could post the pictures of them on my Facebook page.

Sweet.

But you-know-who would file right when I left the house on the munchie run. Click, click, clickety-click over to the SEC site and I come up peanuts.

Time to check in on the Kardashians.

You get the idea — so, Facebook IPO, take me away!

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You want news out of Scott Thompson? Then you’d be very disappointed with the Yahoo CEO today. Not surprisingly, the new boss — who wants us to remember that he’s really only officially been at work for two weeks — says it’s too early to talk about his plans.

But he does have some, he insists. For instance:

• He has a plan to fix Yahoo’s big mess in Asia.
• And he has a plan to help fix ad sales, which have been in turnaround for nine months and are still declining.
• And he has a plan to buy some stuff to “fill in technology gaps” that will help with all of that.

But no details on any of that during the Q4 earnings call. Instead, Thompson repeated what he told Yahoo employees during his first address to them — Yahoo is both a media and technology company, and people should get their heads around that — and he laid out some big, pretty obvious ideas:

• It’s important to pay attention to users and advertisers.
• Yahoo should move fast, etc.
• He’s going to double down on some existing Yahoo projects, and cut others.

Got it? Good. More details to come, Thompson says. And yes, for the record: That is a serious Massachusetts accent on the new guy.

—————–

EARLIER

Earlier this month, Yahoo CEO Scott Thompson got on the phone with Wall Street analysts, and refused to discuss the company or his plans for it in much detail.

Fair enough: He had just been hired that morning, and had barely met anyone in the company.

So now it’s been nearly three weeks. Think he’ll offer much more in the way specifics, in the wake of the company’s Q4 earnings report?

Me, neither. But Wall Street will still be hungry for any scraps it can get, whether it’s an update on the company’s Asia mess, a hint about future cost-cutting moves, or a general “here’s what I think we should be doing” state-of-the-state.

We will definitely get a chance to hear the Boston accent that seemed to charm everyone so much in early January. Time to see if it’s still as effective.

4:58 pm: Greetings! Just doing some finger exercises in advance of the call. Also looking for some Kara Swisher aviator glasses, since La Swish is in transit and cannot cover the call herself. I’d say I’ll do my best to channel her as I type, but I don’t think I could handle that.

5:00 pm: There’s time for a quick ticker check: Investors still yawning, and YHOO shares are nearly flat, after-hours. But Apple!

5:01 pm: And we’re off. On the call: Thompson and CFO Tim Morse.

5:03 pm: Thompson: Even though I’ve been here for three weeks, my official start date was only two weeks ago. Still! I had strong opinions before I arrived, and since then, I’ve been looking around: Big opportunity here.

Powerful brand, lots of visitors: 702 million globally! Advertisers like us, etc. “We’re going to work not just at scale, but with speed.” “I feel great about that, but I’m still very clear that we have a lot of work to do.”

You want details? Won’t give ’em. But I’ll talk about guiding principles:

For me, I insist “that we be balanced.” Have to think about customers, who we are, [something I missed] and how we allocate capital. I’ll come back to this in a bit.

And before we get to any of that, let’s talk about Q4 numbers and 2012 projections.

[At this point you can consult the numbers they've already put out]

Let me praise some people. And, “there’s no question” that we can do better. “And we will.” Need to get to market faster, monetize better.

5:07 pm: Here’s Tim Morse, with some numbers. [Again, you can read most of this, so I'll skip most until he gets to the "color" part.]

Challenging quarter, but I’m proud of the team. Etc.

And now, some 2011 numbers. [Again, I'll also skip this stuff.]

[Meanwhile, here's Citigroup analyst Mark Mahaney's take, fresh off the grill: "Fundamental trends remain nothing to email home about. The Display Advertising results were a clear negative, and the Search Advertising results continue to remain murky. Stock buybacks are (almost) always good … Scott Thompson has his work cut out for him …"]

Some details on our display missed. We missed by $15m; $10m of that is from Europe and macroeconomic stuff.

We’re nine months into salesforce revamp. We’re doing pretty good with that. “Several major advertisers” that had bailed or cut back on Yahoo spend have made “meaningful commitments for 2012.”

Some search notes. A reminder that we extended Microsoft search deal through 2013.

We’ll get to 2012 guidance in a minute. But first, a reminder that we’re still growing visitors and page views. More of that to come. U.S. elections and Olympics will be big for us.

“In short, we’ve made progress on many fronts, but that’s not the whole story.” Revenue isn’t growing, and “we expected better.”

5:18 pm: Guidance numbers, which you can also get from the release. But they are “not reflective” of our long-term goals. Because we want to grow.

And margins will get better, too.

And yes, we’re talking about fixing our Asia mess. But we won’t be able to go into details about that on this call.

5:21 pm: Back to Thompson. Okay. So here’s more on that “balance” stuff.

First: Customers. Both our users and our advertisers — we want them both to get real value from us, “and we will focus equally on both.”

We have to get people to use us more frequently. And we need advertisers to know we like them, we really like them.

5:22 pm: Two: “Balance in who we are.” We’re a media company and a tech company. We need to be great about both. “So we end the debate about which is more important … we must do both. End of discussion.”

Three: We gotta grow fast. “When it comes to making decisions, I make them quickly, and then push to move fast, fast, fast.”

Four: We gotta balance investment resources for today, tomorrow and long-term. Right allocation of capital is very important. Most resources have to go to “current core business.” But a lot also has to go to the products of tomorrow and the next 12 months. And also a “small but meaningful” amount into products that won’t show up for a year or more. We need a vibrant long-term product pipeline, and we have to consider businesses that don’t look anything like what we’re doing today.

But need to be very clear — not about restarting investment cycle. Refocusing, which means there are some things that we’re going to stop doing [that is, we'll have shutdowns and cuts].

I have some very clear ideas about the specifics of what we’ll do. But I won’t tell you about them.

Still, some big ideas: Customer experiences, and data.

5:26 pm: On customer experience: 702 million users a month. Did I mention that? Yes, I did. I’ll say it again. “But the sheer numbers of users will not get us to where we need to be.” We have to improve their experience while they’re here: Better interfaces, faster speed, deeper and “much more relevant content.”

And we need advertisers to get better results, and spend more money with Yahoo. [Don't do the opposite!]

On to data: We can use data to make the experience better for users — tweak layout, content, flow of the page and advertisers. “Nobody has done that yet on the Web.” “I know lots of companies talk about using data.” But we mean it. Crucial for you to understand that data is core to our plans. It “will be the key component for driving innovation at Yahoo.”

5:30 pm: So there’s some insight for you. Now on to strategic-review update. Roy said on last call that BOD considered a lot of alternatives. “It’s important for you to know that the company remains open to anything that’s good for our shareholders.” but we’re “focusing on what appears most promising.” “The work is ongoing, and I won’t say more about that today,” but it’s going to be good for shareholders.

Here’s the takeaway: There’s plenty of opportunity here. “Much bigger than the outside world imagines for us today.”

I’m here because we can do more.

5:32 pm: Alrighty. Q&A time.

Q: Please talk about that Interclick deal. What will they contribute in revenue and earnings? Also, update on revenue per search, please.

Morse: $25M of cost in Q1 from ICLK. $10M in revenue. We expect revenue to ramp throughout the year. As far as RPS increase, Microsoft is doing a nice job, and so are our sales guys.

“We’re definitely closing the gap” when it comes to search. But a reminder that we have a guarantee though March 2013.

Q: On that balance thing: How important will Q&A be here? Big deals in the works? Also, what do you see in macro environment?

Thompson: I think there’s going to be some stuff that we need that we don’t have, and so we’ll probably have to be “aggressive” in the market. “I’m relatively certain that there will be things that interest us” to help us “fill in technology gaps.”

Morse: Europe wasn’t great last quarter, and early indications are the same now. Not expecting much change this quarter, anywhere.

Q: How about a dividend? Also, how do your big principles play into display ad turnaround?

Thompson: “Too early” to imagine dividends. On turning around display: I’ve tried to spend a lot of time trying to figure out our problems there. “We are after that with a very high sense of urgency.” Number-one priority for now.

Q: Also on display. Any sacred cows going forward? Also, on premium video — how are your original series performing?

Thompson: Not sure how to interpret that cow question. “We are understanding and evaluating all options … personally, I’m being very aggressive.”

Morse: Last month, we had nine out of the top 10 original shows in U.S. We don’t give out revenue and pageview and streaming numbers, but “assume healthy growth there.” But more work to be done.

Q: Tim: Please give us more detail on premium display pricing. Scott: You guys made a lot of buzz with that Tom Hanks show announcement. Please discuss economics. Also: Experiment, or prelude to more?

Morse: Like I said, premium display below where we wanted, but it was in the range. And Interclick will make that better.

Thompson: Yeah, that was great buzz at CES. “It was more than the event itself,” everyone had nice things to say. “I was pleasantly surprised.” Not going to share details on dollars. So far, “we’ve had reasonably good success” with the originals we’ve done past.

Q: You talked about doing things Yahoo hasn’t done before. Like what? Also, for Morse: Shouldn’t he be worried about Yahoo’s share on mobile devices?

Thompson: Too early for me talk about strategically what we’re doing.

Morse: On search — yeah, we want to grow our O&O. In terms of mobile share, it’s so early right now. “It’s very intriguing in terms of how we’re going to play.”

But new revenue streams from mobile are even more important than existing ones.

Thompson: Important to point out that “no winner” has shown up yet when it comes to mobility. [Really?]

Thompson: Did I mention data? Let me mention it again. We have tons of it. It’s going to be huge for us. Data and technology can help us predict what users want to do next; it’s a huge advantage for us.

Q: Carol called this a communications company. Terry Semel called it a media company. And you?

Thompson: I had this all-hands meeting, and I said it again today. There’s this long-standing debate here. But “we better be darn good at both. In fact, I think we ought to great.”

Morse: Discussion of financials. Gap between reporter and subject.

Q: You said you’d realign around key areas of focus. But what’s new about that? Are there new verticals? Also, since you’re talking about investing, how does that jibe with operating margin goals?

Thompson: We’re working really hard to evaluate options. “Providing more detail for you today … is just a little bit premature.” “I actually feel a little bit bad” that I can’t tell you more.

“Just a little bit longer, if you will, before we get really specific” on that.

Morse: Yes, we’re going to spend money. But we’re also going to stop those projects, so we can move money around.

Q: On display: Seems like big opportunity to monetize your leftover inventory. Talk about that, please.

Morse: Yep. That’s one reason why we bought Interclick. (Also, theoretically, the reason for this.)

Q: Talk more about Interclick. $10m revenue, $25M costs. But that doesn’t look like what they were doing before you bought them — they had $2M EBITDA per quarter. What’s going on?

Morse: A lot of what they were doing before was related to Yahoo, so we have to eliminate some of that for reporting. Also, we’re building out so we can do more with that. Also, we have to start amortizing intangibles. Also! “This is the first quarter, right out the gate.”

Q: For Scott: You talked about growth before. Can you talk about growth via acquisition, and new business versus growth of existing business? Also, please talk about mobile traffic.

Thompson: I’ve talked to customers. “The conversations were fascinating.” People want us to grow. They also told us “exactly what we have to do to get more of their spend, today.” We can do that. We don’t have to grow solely via M&A. “The really good news is, the customers are there, they’re cheering for us.”

As far as mobile, I haven’t really seen the data. But I’m sure it’s growing really fast. It did at the last business I was at.

Morse: Right.

That’s it, everyone. All done for today.

Yahoo filed the letter that Jerry Yang sent resigning from the board of directors, as well as all other positions at the company he co-founded 17 years ago.

(To liven it up, despite a vow to use fewer of them this year, I had to go with a LOLcat.)

It’s similar to the statement he made at the time of the departure earlier this week, and is unusually short given the importance of the move.

Here it is, penned to Yahoo Chairman Roy Bostock:

January 16, 2012
Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Roy:

I am writing to inform you that I hereby resign from the Board of Directors of, and all other positions with, Yahoo! Inc. effective January 17, 2012.

My time at Yahoo!, from its founding to the present, has encompassed some of the most exciting and rewarding experiences of my life. However, the time
has come for me to pursue other interests outside of Yahoo! As I leave the company I co-founded nearly 17 years ago, I am enthusiastic about the appointment of Scott Thompson as Chief Executive Officer and his ability, along with the entire Yahoo! leadership team, to guide Yahoo! into an exciting and successful future.

Sincerely
/s/ Jerry Yang
Jerry Yang

According to sources close to the situation, Yahoo has instituted a hiring freeze across the company and is considering a reduction in force in support units of the company.

While the details of any layoffs — which are expected to be small and selective for now — are still being worked out, sources said that the stricture not to fill hundreds of open positions is the first step toward significant cost-cutting initiatives across the Silicon Valley Internet giant, in the wake of what it expects to be another weak quarterly report next week and a looming proxy fight.

Yahoo reports its fourth quarter earnings Tuesday. While the company has managed to improve the results in the last part of the quarter, sources said they will still show continued weakness in its key businesses and consumer usage.

That’s as competitors such as Google and Facebook have been showing significant growth, especially in the display advertising market.

Thus, new Yahoo CEO Scott Thompson appears to be zeroing in on costs and managing for margins, said multiple sources, much as his predecessor Carol Bartz did at the start of her tenure.

But many think Yahoo needs even more drastic changes, including massive cuts in staff and also product arenas, to give the company new life.

That includes shifts in leadership at the top levels too. In a major move this week, co-founder Jerry Yang stepped down from the company’s board and all roles there. More directors are expected to leave soon, too.

That will likely come after negotiations to sell part of its lucrative stakes in both the Alibaba Group and Yahoo Japan are successfully completed.

While not a certainty, Yahoo’s board hopes that will happen sometime before activist shareholder Daniel Loeb initiates a proxy battle against the company in the coming month.

Sound complex?

It is, and also troubling to Yahoo’s long beleaguered rank and file, who have been worried about more layoffs.

The Yahoo troops have been under intense pressure and have suffered from ongoing attrition. Just yesterday, for example, Yahoo lost one of its top advertising execs, Seth Dallaire, to Amazon.

The company can ill afford such departures of key talent, even as it seeks to pare employee numbers in other parts of its business.

At the end of its last quarter, Yahoo reported that it had 13,700 staffers, down from 14,100 in the previous year.

Yahoo, of course, declined comment.

Yahoo co-founders David Filo and Jerry Yang

Yes, he jumped, even though being pushed was surely looming on the horizon ahead.

But the decision of Yahoo co-founder, former CEO and director Jerry Yang to leave Yahoo was indeed sudden, with the board meeting just this morning about the issue.

It was so sudden, in fact, that Yahoo’s key execs — including its communications arm — had only a few minutes heads-up to what is arguably one of the more momentous events in the history of the Silicon Valley Internet giant.

In fact, newly installed CEO Scott Thompson was in Los Angeles in a previously planned visit to meet his new staffers, said multiple sources, forcing him to participate in the board meeting from there.

As it turns out, according to numerous sources, Yang had had enough, and had finally realized that perhaps the many players in the ongoing Yahoo drama inside and outside the company had also had enough of him.

As I wrote last week about the possibility of Yang stepping down from the board, such a move of a founder from its board is unusual, although it was possible in this case:

“While Internet company founders usually stick on boards, it’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.”

In fact, as the pressure has mounted on Yahoo to right its ever-listing ship, a lot of the rancor was being piled atop Yang, whether deserved or — in some cases — undeserved.

That’s because, even after the rough time he had as CEO of Yahoo, Yang had remained unusually active in its affairs, joining internal meetings and being part of discussions about its strategic alternatives.

And while he might protest that he was doing what was asked of him by the board, his status as the company founder made it hard to minimize his clout.

“It’s hard to ignore Jerry Yang,” said one exec. “He has an impact on everything, even if he thinks he does not.”

The recent negotiations with Yahoo’s Asian partners is a case in point. While board member Brad Smith and others have been a key part of the talks to sell off parts of its stakes there — which are critical to Yahoo to complete — execs at both China’s Alibaba Group and Japan’s SoftBank both pointed to a too-strong influence of Yang in the deal as a possible stumbling block.

Yang served on both the boards of Alibaba and SoftBank’s Yahoo Japan, so his interest would have been obvious. But sources involved in the talks would often blame him for their rocky nature and difficulty.

“Jerry just does not want to sell,” one said to me last week.

Maybe he didn’t or maybe he did, but one thing was clear: Yang had become a lightning rod for a lot of the trouble Yahoo has gotten into over the years.

That was true with major investors, who have been more loudly saying of late to its board that his continued presence was a problem. The most vocal, of course, was Yahoo’s activist shareholder Daniel Loeb, who has called for Yang’s ouster, and has been contemplating a proxy fight to make it so.

Loeb was out in Silicon Valley last week, talking to possible alternate board members, many of whom have been longtime colleagues and even friends of Yang, and took the meeting anyway.

Worse, perhaps, was the prospect that Yang has also been losing his most ardent fan base: Yahoo employees.

With all the mishegas over recent years, they had also begun to question his role as a leader in the company, many voting with their feet by leaving in droves.

With a new CEO in place, and the possible chance that its Asian problems were moving in the right direction, it had to have sunk in for Yang that it had finally become time to make peace with the present by abandoning his future at Yahoo.

Thus, he wanted to leave on his own terms, even if — in the end — the man who is most definitely one of the Internet’s most important pioneers did not have much of a choice.

According to sources close to the situation, Yahoo co-founder Jerry Yang is just the first shoe to drop in what is shaping up to be what looks like a large exodus of board members from the Silicon Valley Internet company.

Sources said four other directors will also step down soon. As I wrote last week, in a post suggesting Yang might also go, the prime candidates to go appear to be: Chairman Roy Bostock, Arthur Kern, Vyomesh Joshi, and Gary Wilson.

As I noted in a post titled “Yahapocalypse Now?”:

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum — either an internal candidate, such as David Kenny, or a fresh-eyed outsider.

Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

And the major impetus for the board cleansing, besides the obvious need to drastically shake up what might be the most dysfunctional board in all of tech? Worries about possible lawsuits, as well as a proxy fight that could spell disaster for the already troubled Yahoo.

Sources said among the issues most worrisome is how this board conducted recent attempts to sell part of the company to private equity firms rather than sell it whole.

In addition, shareholder pressures — especially the distinct possibility of a proxy fight from Daniel Loeb of Third Point — have been mounting on the Yahoo board.

Still, it does look like Yang still motored out of the company he co-founded — an accomplishment that should be feted, despite recent misses at Yahoo — on his own, even if he had few other good options in the end.

Yang, who co-founded the Web giant in 1995, got pats on the back from board Chairman Roy Bostock and newly appointed CEO Scott Thompson.

Here’s the press release:

Yahoo! Announces Resignation of Jerry Yang
SUNNYVALE, Calif.–(BUSINESS WIRE) – Yahoo! Inc. (NASDAQ: YHOO), the premier digital media company, today announced that Jerry Yang has resigned from its Board of Directors and all other positions with the company, effective today. In addition, Yang resigned from the Boards of Yahoo Japan Corporation and Alibaba Group Holding Limited, effective today.

In a letter to the Yahoo! Board Chairman Roy Bostock, Yang wrote:

“My time at Yahoo!, from its founding to the present, has encompassed some of the most exciting and rewarding experiences of my life. However, the time has come for me to pursue other interests outside of Yahoo! As I leave the company I co-founded nearly 17 years ago, I am enthusiastic about the appointment of Scott Thompson as Chief Executive Officer and his ability, along with the entire Yahoo! leadership team, to guide Yahoo! into an exciting and successful future.”

Yang co-founded Yahoo! Inc. in 1995 with David Filo and served as a member of the Board of Directors since March 1995 and as Chief Executive Officer from June 2007 to January 2009. The Company went public in 1996.

“Jerry Yang is a visionary and a pioneer, who has contributed enormously to Yahoo! during his many years of service,” said Roy Bostock, Chairman of the Yahoo! Board. “It has been a pleasure to work with Jerry. His unique strategic insights have been invaluable. He has always remained focused on the best interests of Yahoo!’s stakeholders, including shareholders, employees and more than 700 million users. And while I and the entire Board respect his decision, we will miss his remarkable perspective, vision and wise counsel. On behalf of the Board, we thank Jerry and wish him all the very best in his future endeavors.”

Bostock concluded, “We appreciate Jerry’s comments and share his enthusiasm for the company’s prospects. With Scott Thompson leading an outstanding team of Yahoos to deliver innovative products and an engaging customer experience, Yahoo!’s future is bright.”

“I am grateful for the warm welcome and support Jerry provided me during my early days here,” said Scott Thompson, Yahoo!’s Chief Executive Officer. “Jerry leaves behind a legacy of innovation and customer focus for this iconic brand, having shaped our culture by fostering a spirit of innovation that began 17 years ago and continues to grow even stronger today. Jerry has great confidence in the future of Yahoo!, and I share his confidence in the enormous potential of Yahoo! in the days ahead.”

And here are video highlights of what may have been Yang’s last big public appearance before he left his company: An October 19, 2011, interview with Walt Mossberg, along with Yahoo Asia head Rose Tsou, at our AsiaD conference. At the time, he said Yahoo was positioned to become “the premier digital media company.” You can see the whole interview here.

]]> http://allthingsd.com/20120117/jerry-yang-leaves-yahoo/feed/ 0 http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/ http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/#comments Mon, 09 Jan 2012 21:12:44 +0000 Kara Swisher http://allthingsd.com/?p=161735

If you thought things were going to quiet down with Yahoo now that it has installed new CEO Scott Thompson in place, think again!

That’s because of a very unusual — well, to be fair, unusual for most companies, but not for perpetually storm-tossed Yahoo — confluence of important events about to take place all at once over the next six weeks.

And, like a very dicey game of corporate Jenga, each has the ability to upend and impact the other significantly, either for the good or, well, for the bad.

Here are the four horsemen of the possible Yahapocalypse, all riding into town very soon:

Q4 Results: Yahoo will report its fourth quarter earnings on January 24th, after the markets close. While sources said the company has managed to turn around what was looking like a first-class disaster, it’s still not going to be a pretty picture when it comes to advertising growth, consumer engagement and other key metrics.

Simply put, Yahoo needs to show investors a fast-growing business. Instead, sources said the Q4 results will likely come in at the bottom of the expected range, which should be unimpressive, even though this has been business as usual at Yahoo for some time.

If Google and others have strong reports, of course, it will make the situation worse.

Along with goosing its ad business again, Yahoo needs to spur innovation and intro some cool new products in new arenas to make Silicon Valley and others perk up.

Proxy Fight?: Weak results will give a nice lift to potential efforts by activist investor Daniel Loeb of Third Point — a major Yahoo shareholder — to wage a proxy fight for control of the company. He’s already here in Silicon Valley this week searching for possible board members for an alternate slate of directors.

As I wrote earlier today, the earliest nominations for directors can be submitted is February 24. Loeb then has a month after that to submit a competing roster.

Worse for Yahoo, many of Yahoo’s major investors are mulling backing Loeb if he initiates a battle for control of the company.

There’s no doubt that Loeb is and means to be a thorn in Yahoo’s side — he already made a lot of noise about its consideration of partial investments from private equity firms, due to low share prices — until major changes take place at the company.

And by major, Loeb’s intent seems to be along these baseball lines: Throw the bums out!

Board in Flux: Speaking of the board, it’s not the pretty picture of solidarity as you might think.

Actually, no one in their right mind thinks that. This board is about as dysfunctional as they come. (It’s like that group on “American Horror Story,” minus the bald dwarf in the basement.)

Right now, several sources report, various factions are jockeying over which board members go and which stay. The Wall Street Journal reported last week on a formal search for new board members to replace outgoing ones, but it’s much more complex than just that.

While some departures seem most obvious — longtime board members Vyomesh Joshi, Arthur Kern and Gary Wilson — the really interesting part will be the possible exit of Chairman Roy Bostock.

While it now is more of a when rather than an if, many sources report, how it goes down is the key part of the move. And who will be the chairman then will be the big conundrum — either an internal candidate, such as David Kenny, or a fresh-eyed outsider.

Another question mark: Whether co-founder Jerry Yang could also move along off the board with Bostock. While Internet company founders usually stick on boards, it’s not a given, especially with all the turmoil at Yahoo, some of which is related to Yang.

For now, make no mistake, Bostock is still in charge of the board and Yang is the only real power behind that power, despite the recent influence of director Brad Smith.

But, with all the pressure by shareholders, some sources suggest that it might finally be time for some significant change at the board level, starting with the pair most associated with all its troubles.

Or, um, not.

If there is going to be any action at all, expect it before February 24th — when Loeb can start making real trouble.

Asian Solution: A lot of the above hinges on whether Bostock and Yang can deliver the promise of a deal with its long disgruntled Asian partners, Alibaba Group and SoftBank.

The trio is now engaged on negotiations about a tax-free deal, in which Yahoo would sell back some of its stakes in its Asian properties and get money and other operating assets in return.

While it’s good news that the talks are finally proceeding with some level of normal functionality, it’s still a complex situation and one with a lot of outstanding questions.

Most important: Which operating assets will be bought in the deal to hand over to Yahoo? And also, what will the valuations be?

Sources close to the situation said that the talks remain slow-going and frustrating — “The stop-and-go of all time,” joked one person involved. But they are moving forward, which is no small thing when it comes to these three.

That’s critical for Yahoo, which can ill afford to disappoint shareholders if no lucrative, cash-rich deal happens in Asia. And, it needs to happen before Loeb can act on a proxy fight too, since a successful end to its Asian issues will negate his momentum dramatically.

Oh Yeah, Running the Core Business Stuff: As usual, a full and fraught month for Yahoo and its directors, who have other things to do, I assume.

But not me and not new CEO Thompson. By the way, the former eBay exec will presumably be very busy doing some significant rejiggering of the core Yahoo business in the meantime.

Could that mean a new product direction for Yahoo, for example, around data? Could it mean a passel of new execs? Could it mean layoffs?

Or, could it mean Thompson will finally solve the ultimate sword-in-the-stone question: What is Yahoo?

And that, in the end, will be the real victory.

]]> http://allthingsd.com/20120109/yahapocalypse-now-q4-results-proxy-fight-board-hijinks-and-asia-solution-combine-for-busy-month-for-yahoo/feed/ 0 http://allthingsd.com/20120109/come-west-daniel-loeb-a-silicon-valley-visit-as-as-yahoos-activist-shareholder-mulls-proxy-fight/ http://allthingsd.com/20120109/come-west-daniel-loeb-a-silicon-valley-visit-as-as-yahoos-activist-shareholder-mulls-proxy-fight/#comments Mon, 09 Jan 2012 18:21:36 +0000 Kara Swisher http://allthingsd.com/?p=160849

When you own a large chunk of a major Silicon Valley Internet company, it’s probably not a surprise that you want to come to the center of the tech world to have a look around.

But Yahoo — of which Third Point’s Daniel Loeb owns over five percent — is unlikely to get a visit from the activist shareholder, who is in California this week.

Several sources said he has contacted many former Yahoos and other tech execs for meetings in the Internet heartland to chitchat about digital issues.

And, of course, search for possible board members for an alternate slate of directors, in case he decides to wage a proxy fight against Yahoo.

The earliest nominations for directors can be submitted is February 24 for those “shareholder proposals not intended for inclusion in proxy materials and for nomination of director candidates,” according to Yahoo’s corporate bylaws on such matters.

Loeb then has a month after that to submit a competing slate. In addition, many of Yahoo’s major investors are mulling backing Loeb if he initiates a battle for control of the company.

But it’s not a definite move as yet. The New York-based investor has not decided whether he will take on a proxy fight, sources said, given he has yet to assess Yahoo’s new CEO, former eBay exec Scott Thompson.

Thompson was president of the online commerce site’s PayPal payments division.

But while there is a formal process, you will hear a lot of noise coming long before that, unless Yahoo gives Loeb board seats to quiet him down — which is unlikely but possible.

Such an ugly fight is not one Yahoo can afford to have, and it has already shown some cloddish sensibilities in its response to a recent letters by Loeb asking for the ouster of its Chairman Roy Bostock and co-founder and director Jerry Yang.

But given how badly the last Yahoo shareholder tussle with Carl Icahn went, another proxy battle could be deadly, and might drag on through the first half of 2012. In his Yahoo tussle, Icahn ultimately got three seats on the Yahoo board, but eventually went away with everyone the poorer.

And no one wants a replay of that.

]]> http://allthingsd.com/20120109/come-west-daniel-loeb-a-silicon-valley-visit-as-as-yahoos-activist-shareholder-mulls-proxy-fight/feed/ 0 http://allthingsd.com/20120108/like-yahoo-founder-like-new-yahoo-ceo-data-is-king/ http://allthingsd.com/20120108/like-yahoo-founder-like-new-yahoo-ceo-data-is-king/#comments Sun, 08 Jan 2012 18:39:02 +0000 Kara Swisher http://allthingsd.com/?p=160826

I love talking points as much as the next person, but there’s a striking similarity between recent statements by Yahoo’s co-founder and former CEO Jerry Yang and its new CEO Scott Thompson, who was just hired after a stint running eBay’s PayPal unit.

It seems from the pair that the exploitation of Yahoo’s troves of data might take center stage from the “premier digital media company” moniker that the Silicon Valley Internet giant has been using of late.

Premier consumer data mining and usage company just rolls off the tongue, doesn’t it? (And it’s also usually called Google!)

Here’s Yang from an interview with Walt Mossberg at our AsiaD conference in Hong Kong this past October (this is a liveblog with quotes and paraphrasing of quotes).

Q: As you look at what Yahoo could be, what are the one or two key areas that it could go after to truly transform itself?

Jerry: We’re really focused on trying to “turn Yahoo inside out.” We do a huge amount of services internally: Data, content, personalization. Lots of other people on the Web around the world could use that.

And, from my liveblogging, here’s Thompson last week on his aspirations, which were much less focused on Yahoo’s longtime — and, ahem, bill-paying — advertising business (which the new leader keeps saying he knows nothing about) than on exploiting its consumer data businesses (which he certainly does know about from running the online payments giant).

The data these Internet businesses create, the ability to use analytical technology to build a better businesses for your customers. … I feel certain that wealth of data is going to be exploitable for next generation products, next generation experiences. … My instinct says down in that data we’re going to be able to find ways to compete and innovate that the world hasn’t seen yet.

Data it is, then!

]]> http://allthingsd.com/20120108/like-yahoo-founder-like-new-yahoo-ceo-data-is-king/feed/ 0 http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/ http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/#comments Wed, 04 Jan 2012 14:08:53 +0000 Kara Swisher http://allthingsd.com/?p=159711

As I reported late last night, Yahoo said it had named PayPal President Scott Thompson as its new CEO. The exec is currently in charge of the large eBay online payments unit.

He’ll start next week, but there are staff conference calls today and also an all-hands meeting on Yahoo’s main Silicon Valley campus (meet at URLs, troops!) tomorrow.

Yahoo shares are down almost three percent on the news so far, as Wall Street has been hoping for a big sale of some sort and not another turnaround.

Yahoo will be holding a 7 am PT press conference about the move and presumably to swan around Thompson.

(Welcome, Scott! I hope you were informed — please do not listen to what co-founder Jerry Yang says on this important issue — that you are supposed to send all internal memos to me! Also, as one of my Twitter followers, Mike Dudas of Google just tweeted: “If Thompson leads companies as well as he grows a moustache, Yahoo made a great CEO choice!!” I concur.)

A Yahoo PR person confirmed the hire very cordially in a phone call early this morning and the Internet giant also put out a press release.

So did I, of a sort, last night. Given I am too tired to rewrite myself, here is what I had reported:

The company fired its last CEO, Carol Bartz, in September, and Yahoo has been run by the board and also by interim CEO Tim Morse, who had previously been its CFO.

After Bartz’s ouster, Yahoo said it was looking at a range of strategic options, including the possible sale of all or part of the company.

That was the focus at first, although Yahoo had simultaneously hired Heidrick & Struggles to look for a new CEO.

The company attracted two partial investment bids from private equity firms, Silver Lake and TPG Capital, but shareholders were unhappy with the low prices of these so-called PIPE — Private Investment in Public Equity — arrangements.

Yahoo then moved to try to strike a tax-advantaged deal with its long disgruntled Asian partners, China’s Alibaba Group and Japan’s SoftBank, to sell back parts of the large stakes it has long owned in Alibaba and Yahoo! Japan.

Those complex negotiations are still ongoing and look promising, which could yield Yahoo billions of dollars in capital to be given to investors, for stock buybacks or to invest in new initiatives.

Since then, the board — long considered one of the more cloddish in tech — has turned its attention to hiring a new CEO, in the hopes of trying once again to revive its flagging fortunes.

Thus, it began looking to hire someone with deep tech experience at a large public consumer Internet company in Silicon Valley.

That narrowed the field, with Yahoo looking at a range of choices with expertise in advertising, technology platforms and more.

There is a lot of that on the deep bench that eBay CEO John Donahoe has assembled at the online commerce giant, including Thompson.

Plus, he is a genuine Internet geek.

According to his eBay bio, Thompson became president of PayPal in early 2008, after serving as its CTO in charge of information technology, product development and architecture.

Before eBay, he worked at Inovant, a subsidiary of Visa formed to oversee global technology for the organization. He was also CIO of Barclays Global Investors and has worked at Coopers and Lybrand on information technology.

And here’s a tasty new wrinkle: Thompson recently “liked” Yahoo on his Facebook page, along with the decidedly more interesting Kickstarter and Splunk.

Again, Scott, thanks for the Facebook tip — I knew the social networking site could come in handy!

(Also, here is an interview I did with him post-announcement.)

And here is Yahoo’s official press release where Yahoo Chairman Roy Bostock says nice stuff about Thompson:

YHOO_News_2012_1_4_General

]]> http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/feed/ 0 http://allthingsd.com/20111223/yahoo-okays-proceeding-with-term-sheet-to-sell-stakes-back-to-asian-partners-while-also-hoping-to-keep-pe-firms-in-fray/ http://allthingsd.com/20111223/yahoo-okays-proceeding-with-term-sheet-to-sell-stakes-back-to-asian-partners-while-also-hoping-to-keep-pe-firms-in-fray/#comments Fri, 23 Dec 2011 19:23:11 +0000 Kara Swisher http://allthingsd.com/?p=156559

Yahoo shareholders felt a little giddier earlier this week, when it seemed as if the company had finally decided to make a deal with its Asian partners.

But the happiest crew might end up being the Silicon Valley Internet giant’s outside counsel, Skadden Arps — and especially Leif King, the fantastically named legal eagle who has been advising Yahoo on the deal.

That’s because today the Yahoo board approved continuing the negotiations to come to a final agreement over the stake, sources said, which should take six to eight weeks.

It’ll surely be happy holidays for billable hours!

As costly as the legal bills will be, if it all goes well, an Asian solution will mean one major problem solved, with a possible pile of cash and new assets coming in to Yahoo.

To get there, the company signed a term sheet earlier this week with Japan’s SoftBank to sell back all its holdings there, and with China’s Alibaba Group to sell off more than half its stake (moving from a 40 percent stake to a 15 percent one).

The deal values Yahoo’s total shares in both companies at about $17 billion.

While it gets a pretty accounting name — “cash-rich split “– the vehicle to unwind it all is essentially a complex tax dodge finally cooked up by the trio, in which cash, new assets and stock will be moved around until everyone gets what they want (except the U.S. government).

I would explain it — but I am on vacation, and would rather drink eggnog and sleep — so here is The Wall Street Journal’s version, which I like because it sounds like Alibaba and SoftBank are giving Yahoo a hugely loaded Starbucks card for Christmas:

“As envisioned in the scenario, Alibaba would create a subsidiary into which it would put several billion dollars of cash, plus an operating asset that Yahoo wants to buy using additional cash from Alibaba, almost like giving Yahoo a prepaid card for an asset of its choice, the people said.”

Everyone is hoping there will not be any hiccups in the deal, which has been spearheaded by Yahoo board member and Intuit CEO Brad Smith, and Jerry Yang, who is also the company’s co-founder and a major shareholder.

Alibaba CEO Jack Ma and CFO Joe Tsai, both co-founders of that company, were the point men for the Chinese company. And for SoftBank, it was its founder and CEO Masa Son and his main U.S. exec, Ron Fisher.

Now, said sources, Yahoo’s board is hoping to still keep the bids from a pair of private equity firms — Silver Lake and TPG Capital — alive.

While initially the focus on the action, the PE bidding for partial Yahoo stakes has recently been sidelined by the Asian deal.

Now, sources said, Yahoo is hoping the new infusion of cash and assets will allow it fend off shareholder unrest — stock buybacks and dividends, anyone — to solicit higher prices from the firms to make strategic investments.

Yahoo had considered the initial bids too low, as did some very pissed-off activist shareholders.

Still, it’s not clear if those firms will jack their offers now, although sources said Silver Lake is still interested in some sort of deal that would give it influence over remaking Yahoo.

Silver Lake and others think the long-troubled company could be revived with some effort, and become a much more lucrative Web property.

But those negotiations might run into roadblocks over who gets to pick leadership for the company. Yahoo has accelerated its efforts to hire a new CEO, after firing Carol Bartz in September.

The PE firms, who would buy a large stake in Yahoo, also have wanted some level of control, including CEO and board approval, in order to be able to make massive changes at the company to turn it around.

Wall Street seems to like the Asian part of the deal, at least, since it shows some sort of forward momentum at Yahoo, and from its often-lugubrious board.

Shares are up almost 7 percent in the last few days, although they are not popping as they might be, given that new valuations based on a successful Asian deal put the stock at a much higher price.

In other words, investors like what they see, but are watching and waiting for more.

]]> http://allthingsd.com/20111223/yahoo-okays-proceeding-with-term-sheet-to-sell-stakes-back-to-asian-partners-while-also-hoping-to-keep-pe-firms-in-fray/feed/ 0 http://allthingsd.com/20111216/twas-the-deal-before-christmas-a-holiday-poem-for-yahoo/ http://allthingsd.com/20111216/twas-the-deal-before-christmas-a-holiday-poem-for-yahoo/#comments Fri, 16 Dec 2011 18:10:15 +0000 Kara Swisher http://allthingsd.com/?p=154469

’Twas the deal before Christmas and all through the Valley,
Not a creature was stirring, not even a PE.
Their low bids for Yahoo were hung by the board room with care
In hopes that Dan Loeb would not soon be there.

Board members were nestled all smug in their heads,
With visions of $31-a-share that had long since been dead.
And Yang in his purple, and Filo in back
Had just settled in for a long drawn-out hack.

When out on Wall Street there arose such a clatter,
The media sprang from their texting to see what was the matter.
So, away to my blog I flew like a flash,
And posted internal memos I had found in the trash.

The gloom on the face of the crest-fallen staff
Gave the lustre of frustration to the latest board gaffe.
When, what to my wondering eyes should appear,
But a miniature Ma and eight bankers so near.

With a loud declaration, so lively and quick,
I knew in a moment it must make Yang sick.
More rapid than eagles his offers they came.
And he whistled, and shouted, and called them by name!

“Now Yahoo, you sell back those shares I sold you!
Which I thought then were worthless — as it turns out, not true!
So return them to me, Alibaba for cheap!
Or the government of China will bury you deep!”

As dry leaves that before the wild hurricane fly,
When they meet with an obstacle, mount to the sky.
So up to the board room, the directors they flew,
With the legion of lawyers and a six-pack or two.

And then, in a twinkling, and not just for greed
The prancing and pawing of Andreessen and Reid.
As I drew in my head, and was turning around,
Down the chimney the VCs came with a bound.

They were dressed all in terms sheets, from their heads to their feets,
And those papers were all tarnished with deal points and deets.
A bundle of LP cash was flung on their backs,
And they looked like some peddler, just opening his packs.

Their eyes — how they twinkled! Their dimples how merry!
Their cheeks were like roses, their noses like a cherry!
Their droll little mouths were drawn up like a bow,
Since the carry on a deal was as deep as the snow.

The stump of a PIPE they held tight like a goose.
All golden, tho shareholder wrath circled them like a noose.
Those investors had taken so much in the belly,
That it shook when they cried, like a bowlful of jelly!

They were ready to dump the sad stock of Yahoo,
But always held hopes of a plan that was new.
The board had long promised it knew just where to head,
Which made me think now I had something to dread.

Soon the lawsuits will fly, if they can’t get it to work,
To give Yahoo a chance and not hire a jerk.
But that seems like asking for snowfall in spring
To hope that this crew knows how to handle this thing.

Yahoo used to be grand, it used to be great
And it certainly does not deserve this sad fate.
But if they don’t act real soon, it could fade out of sight
Leaving Google to rule, which just gives me a fright.

(And to the fantastic rank and file of Yahoo: Happy Christmas to all and to all a good night!)

[UPDATE: At the request of Fortune magazine’s Miguel Helft on Twitter, I did a Hanukkah version, using the famous dreidel ditty:

Yahoo, Yahoo, Yahoo, I made it on the Web.
And when it’s dried and played out,
It might turn out dead.

]]> http://allthingsd.com/20111216/twas-the-deal-before-christmas-a-holiday-poem-for-yahoo/feed/ 0 http://allthingsd.com/20111207/three-months-after-bartzs-firing-its-hurry-up-and-wait-at-yahoo-a-big-honking-update/ http://allthingsd.com/20111207/three-months-after-bartzs-firing-its-hurry-up-and-wait-at-yahoo-a-big-honking-update/#comments Wed, 07 Dec 2011 17:43:12 +0000 Kara Swisher http://allthingsd.com/?p=150675

“Let’s go. Yes, let’s go.” [They do not move.]

– Samuel Beckett, “Waiting for Godot”

In Internet terms, the removal of Yahoo CEO Carol Bartz happened a dog’s age ago.

In fact, it was September 6.

Since then, it has felt like a slow slog, especially contrasting the situation with that of another troubled Silicon Valley giant, Hewlett-Packard, which fired its CEO Léo Apotheker and appointed a new one, Meg Whitman on September 22.

Since then, in comparison, the former eBay CEO has been like the Energizer Bunny, making a series of major and often difficult decisions, including: Holding onto its PC unit; reaffirming its controversial deal to buy Autonomy; promising a decision on the fate of its webOS unit within the next two weeks; appointing new execs; and even buying a company.

To be fair, Yahoo did acquire advertising start-up Interclick.

Otherwise, still no sale or investment deal. No new CEO. No Asia resolution. And, perhaps most importantly, no clearly articulated strategy going forward.

It’s not that Yahoo’s leadership isn’t working at it.

Some fervently insist to me that there is a “plan,” as if there is some clever game of Internet Stratego going on that I cannot possibly grok.

Mebbe — but of this I have no doubt: The Yahoo board has indeed been huffing and puffing away, weighing and measuring, considering and debating.

A lot.

Maybe I’m just too impatient. I am (ask my kids).

Or maybe Yahoo’s beleaguered employees are, one of whom just wrote me plaintively, “unreal how they can drag this out,” in what has become a common refrain up and down the ranks.

Or maybe it’s the Asian partners, Alibaba Group and SoftBank, who are antsy and have considered a variety of nuclear options in order to get back stakes Yahoo holds in them. Said one: “The strategy seems to be to frustrate and exhaust us into submission.”

Or, finally, maybe it’s the newly frustrated recent bidders for a partial stake in Yahoo, Silver Lake and TPG Capital. Declared one to me after I warned that Yahoo might, in fact, drag the proceedings out longer than you might expect: “I thought you were kidding.”

Nope, welcome to the Yahoo waiting game, PE guys!

So, to help us all get through it, here’s a quick update primer on what’s what on the various fronts:

Who’s in Charge Here?

Technically, it is the Yahoo board, which is aided by interim CEO Tim Morse.

First, a word about Morse: By all accounts, he is doing a very good job as temporary head honcho — calming the troubled company, making swift decisions about daily operating issues and being a generally nice dude to deal with.

“He’s Yahoo’s no-drama Obama, in comparison to what was happening before,” said one exec, in reference to the more volatile regime under Bartz.

Still, despite his very pleasant all-hands meetings, such as one earlier this week, Morse had previously been Yahoo’s CFO and not an Internet-savvy visionary to give the company inspiration. No insult intended, but he’s the accountant guy.

To be fair, he is not meant to be the visionary, but many at the company are yearning for exactly that.

A role that is now being taken up again by co-founder, former CEO and director Jerry Yang, who dozens of employees tell me is unusually involved in operational details these days for a board member.

I get reports of sightings of him all the livelong day: Jerry in demand-side advertising confab! Jerry chitchatting with entrepreneurs from a possible start-up acquisition! Jerry weighing in on a variety of products. Look, over in the cubicle, it’s Jerry!

This is seen by Yahoo employees as a good thing and also a bad thing, since it’s hard to be running your little divisional show at Yahoo with the dude who invented it all looking over your shoulder, even if he means well. People naturally defer to Yang, the 800-pound Web icon in the room.

But, given the overwhelming state of stasis at Yahoo now — “No one can do anything until we find out how the story ends,” said one staffer — and employees eying the exits, no power at Yahoo really matters but the board.

You know, the board that has gotten the company to this moment of crisis and profound ennui, which is its own particularly ironic irony.

To better understand the power dynamics on the board, above is a little chart for you to peruse to give you an idea of which independent board member is running what key committee.

The only truly important one is the Transactions and Strategic Planning committee, which is headed by Intuit President and CEO Brad Smith and includes former Akamai President (and former Yahoo CEO candidate) David Kenny, top HP exec Vyomesh Joshi and other guy Gary Wilson.

And, in completely visible shadow form, Yang. Multiple sources close to the situation said he has been a key force in the strategery around a possible sale or investment.

This has caused not more than a little tension among board members, but everyone seems to like the much described nicest-man-in-the-room, Smith, and hopes his cool head will prevail.

Another important part of the board is the Nominating and Corporate Governance committee run by Patti Hart, who is energetically and simultaneously — if pointlessly — in search of a capable new Yahoo CEO.

Or, as I like to call this mythical person: The Unicorn.

The Deal

As I and many others have previously reported, there are bids on the table for partial investments in Yahoo by two very powerful private equity firms, Silver Lake and TPG Capital.

It’s a PE rumble, with a side of Microsoft financial backing! (I think Silver Lake’s Egon Durban makes a very nice Riff, while Microsoft’s Steve Ballmer is the perfect Officer Krupke.)

My fervent wishes for some figurative and dance-accompanied knife-play aside, the bids are essentially the same in general and different in particular. Silver Lake is offering about $16.50 a share, while TPG is dangling a tiny bit more. Silver Lake has power entrepreneur and VC Marc Andreessen on its side, while TPG is trying to get Silicon Valley fave investor and start-up whisperer Reid Hoffman of Greylock Partners and LinkedIn on its team. Both have ideas on CEOs, strategy and what to do about the Asian assets.

This type of deal could happen suddenly and you’ll hear about it quick, since the losing side will immediately trash it to the media.

As you might expect, each director has their favorite PE firm, with some not liking Andreessen, some thinking the TPG bid is a little light, some for a whole-company deal and some wanting Yahoo to hire its own CEO and run the place itself.

Of course, the last one shows a disturbing level of denial and should be a nonstarter, given the board’s abysmal record on CEO choice and its riding of Yahoo to this sad point in its storied history.

Here’s what to expect on the PE front: A lot of wrangling behind the scenes with frequent leaks to the media about what each side wants and will not yield on.

CEO choice or no CEO choice, that is the question!

Also a big factor are Yahoo’s major shareholders, few of whom like the partial investment deal, which is known as a PIPE (Private Investment in Public Equity), because of the insiderness of it all and because they prefer a whole-company sale at a higher price.

There is also pressure from activist shareholders like Daniel Loeb of Third Point, who has attacked Yang and others on the board and is ready to pounce with a proxy fight if Yahoo tries to override shareholders too egregiously. And, of course, the inevitable lawsuits over any arrangement that seems to block a whole-company bid.

That said, such a mega-deal seems unlikely, since it is too pricey and despite a lot of noise that Yahoo’s Asian partners were ready to strike with a takeover in order to get back Yahoo’s big stakes in their companies.

That’s kind of like buying a store to get back the cool pair of shoes you sold, but bankers love to scheme up this stuff. While it certainly could happen, it would be a bear of a deal.

Perhaps more like Yogi Bear, hopelessly angling for a tasty pic-a-nik basket — but grrrr anyway.

But perhaps the biggest factor in all of this mishegas is time. There is none on a lot of levels, most especially the increasing level of brain drain and drift at Yahoo. After the New Year dawns, this is going to spin right out of control and amount to the biggest internal challenge Yahoo faces.

An Asian Solution

As I and others have reported, Yahoo is entertaining yet another proposal to sell all or part of its Asian assets back to the companies, which make up a bulk of its market valuation.

The relationship between Yahoo and its Asian partners has long been fraught, and today the difficulty of reaching an agreement remains a vexing issue. That’s because it is hard and complex and because no one wants to do what the other side wants.

I am no tax attorney, but it seems as if Yahoo will ultimately come to some deal with China’s Alibaba and Japan’s SoftBank, which could include big investors like Russia’s DST Global.

And, as I reported last week, the Asian partners want to strike a deal with the current board rather than lose leverage with a much cannier new owner.

It’s a tough decision in all aspects to strike, but would remove the focus on the fact that Yahoo’s most valuable asset is something it is not running and simply holds due to a good stock trade in years past.

Years past should be the operative thought here, since the Asian assets have nothing to do with what Yahoo needs to do with its core U.S. and global brand.

You know, the thing that allowed them to buy those lucrative Asian assets in the first place?

Strategery

And that’s the crux of all this, isn’t it? Yahoo needs a new strategy and fast.

Or it needs to clarify and hone its current strategies around advertising and media and define itself once and for all. While it often touts itself as a premier digital media company, it’s still not clear exactly what Yahoo is saying by that.

In fact, incredibly, sources told me that the board was still wrangling over the tired issue of what Yahoo is at its most recent meeting — essentially, is it a products company or a media company?

If I had to listen to that who-am-I-anyway debate again, I think I would scream, given how many important Web trends that Yahoo has whiffed in recent years, many of which were right in its own wheelhouse.

How much damage this has caused to Yahoo’s core business is a critical one to determine, with many feeling the situation is too far gone to revive it and others confident that this is simply an issue of poor execution.

I am in the middle on this one, but all the indicators of Yahoo’s business have long been heading in the wrong direction, and results in the next quarter are expected to underline this even more.

Thus, the board’s navel-gazing at this point is untoward, considering that it is presiding over the possibility of a sale that should not have had to happen in the first place. While it is not quite a fire sale, it’s no cause for celebration at all the attention, either.

In fact, it’s also pointless, since — if this all resolves as it should — the current Yahoo board will not be the one determining the company’s future any longer. Remember that: This group should and will be gone for the most part.

Yahoo shareholders and employees can hope, at least.

Then, it will be up to the next group of leaders to make the very hard choices — including what are likely to be massive layoffs and radical surgery on its offerings — for what’s to come next.

In the end, that is all that will matter. Until then, as usual, you’ll have to sit tight.

]]> http://allthingsd.com/20111207/three-months-after-bartzs-firing-its-hurry-up-and-wait-at-yahoo-a-big-honking-update/feed/ 0 http://allthingsd.com/20111205/the-yahoo-lawsuits-begin-put-the-non-blabby-deals-in-your-pipe-and-smoke-it/ http://allthingsd.com/20111205/the-yahoo-lawsuits-begin-put-the-non-blabby-deals-in-your-pipe-and-smoke-it/#comments Mon, 05 Dec 2011 17:25:33 +0000 Kara Swisher http://allthingsd.com/?p=150304

What took so long?

Actually, it did not take any time at all for someone to start legal proceedings against the current effort by Yahoo to sell itself.

In this case, no surprise, it is aimed directly at the how of doing it.

In an unusual injunction request, M&C Partners is seeking to enjoin the Silicon Valley Internet giant from using its stringent “no cross talk” rule for its potential buyers to limit possible bidding syndicates.

“The No Cross Talk Provision constitutes an unreasonable anti-takeover device, designed to entrench and favor [Yahoo co-founder, director and major shareholder Jerry] Yang and the current Board,” reads the legal filing, in part.

In addition, M&C does not like what it calls a “Minority Stake Promise,” which it alleges Yahoo is “requiring those who sign the Confidentiality Agreement to use any information they receive to confine themselves to a bid for only a minority stake.”

That refers to the fantastically named PIPE deals — or Private Investment in Public Equity — that PE firms like Silver Lake and TPG Capital have just offered. These are bids to buy 19.9 percent of Yahoo, which will essentially give them a lot of power.

Both allegations are, well, exactly what Yahoo is doing, even if it’s not for the filing’s stated nefarious reason. Thus, M&C doesn’t think that’s okay, presumably because it wants investors to be able to make a deal without Yahoo’s bossy rules.

To be clear, Yahoo is named in lawsuits all the time for a wide variety of things, such as a case in which one group is alleging it botched a deal with the Alibaba Group over its Alipay controversy to another alleging the price it paid for in its recent $270 million acquisition of Interclick was too low.

And so it is here, one of many to come, I suspect. In this one, there’s also a class-action request and various and sundry bashing of Yang, which you can read below:

yhoo

]]> http://allthingsd.com/20111205/the-yahoo-lawsuits-begin-put-the-non-blabby-deals-in-your-pipe-and-smoke-it/feed/ 0 http://allthingsd.com/20111201/the-golden-geek-vs-the-start-up-whisperer-in-yahoo-savior-faceoff-not-yet-but-delicious-to-imagine/ http://allthingsd.com/20111201/the-golden-geek-vs-the-start-up-whisperer-in-yahoo-savior-faceoff-not-yet-but-delicious-to-imagine/#comments Thu, 01 Dec 2011 10:23:15 +0000 Kara Swisher http://allthingsd.com/?p=149087

Last night, the New York Times dropped a juicy little tidbit into its everything-but-the-kitchen-sink daily update of the board mishegas at Yahoo around the deliberations yesterday over two competing private equity bids to buy a partial stake in the company.

No, not the one about Jeff Jordan — former eBay exec, OpenTable CEO and now VC at Andreessen Horowitz — possibly taking a big role at Yahoo if the firm’s bid with Silver Lake prevailed — which was mysteriously removed very soon after it posted (’cuz he will not, so good move, NYT!)

I mean the one about the venture firm’s big-kahuna partner, Marc Andreessen — who will indeed take a board seat and play a strong role in Yahoo’s future if his bid wins — getting a possible competitor in the Silicon Valley savior section of the ongoing show.

That would be in the form of Reid Hoffman, the well-known entrepreneur, VC and angel investor, who the Times said had talked with TPG Capital, Silver Lake’s rival in the Yahoo bidding, about becoming a possible partner.

Wrote the Times:

“TPG has held discussions with Greylock Partners, another venture capital firm, about a possible alignment, two people said. TPG is hoping to draw on the expertise of Reid Hoffman, one of Greylock’s partners and the founder of the professional social network LinkedIn, these people said.”

Translation: If Silver Lake has a tech icon of substance on its team to give uber-geek appeal to its offer — dagnabbit — then TPG was going to raise with another one, whom the very same Times reporter who wrote last night’s article recently nicknamed “The Start-Up Whisperer” in a recent glowing profile of Hoffman.

While I am still trying to grok what a start-up whisperer exactly means (and how someone as self-effacing as Hoffman would react to such a twee moniker without snickering), it’s a move that has likely already irritated Silver Lake.

After all, TPG aiming at nabbing Hoffman is akin to two crazy neighbors trying to one-up each other in holiday-lighting lawn decor. (You have a singing Santa, so I’ll have a singing Santa — and I might even add a Lady Gaga-themed crèche for good measure!)

But it’s not a bad instinct, either, to get your own live-action Silicon Valley legend, even if it is only half true in Hoffman’s case.

Because, according to sources who know such things, while Hoffman and TPG have had conversations, there have been no commitments, and nothing is close to being agreed on to link the pair.

That could certainly change, and quickly, but Hoffman or Greylock aren’t currently in TPG’s proposal to Yahoo.

That’s in contrast to Andreessen, who is all in (I am not even going to bother with “sources said” here, since everyone and my mother has seen the proposal) with Silver Lake on the deal to purchase 19.9 percent of Yahoo for about $16.50 a share.

As I reported earlier this week, for Silver Lake’s money and expertise in fixing broken things, the bid includes: Silver Lake getting three board seats; cash going to a buyback of stock or granting of a dividend to shareholders; the ability to select a CEO; approval of its strategic plan for Yahoo, and its solution to come to terms with Yahoo’s unhappy Asian partners; and all the purple wearables you could ever hope for (perhaps Yahoo’s best asset, IMHO, especially worn by such obviously cool dudes, as seen here).

Also, controversial Yahoo co-founder Jerry Yang gets to stay around on the board (but only if he becomes very, very quiet, so as not to rile the activist shareholders).

TPG’s bid is less formed, although its price is slightly higher. And the PE firm has yet to check the “Big Geek Included” box.

Hence, the floating of Hoffman as a contender to take on Andreessen, who was once dubbed the “Golden Geek” by Time magazine.

I hope TPG does, soon, since what a matchup it would be!

But, for now at least, the pair — who share big investments in a range of Web companies, most especially Facebook (Andreessen is on the board of the social networking giant, and Hoffman was an early investor and adviser) — are at peace.

Dagnabbit.

]]> http://allthingsd.com/20111201/the-golden-geek-vs-the-start-up-whisperer-in-yahoo-savior-faceoff-not-yet-but-delicious-to-imagine/feed/ 0